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                                                                   Exhibit 10.28

                              ALFACELL CORPORATION

                             1997 STOCK OPTION PLAN

     The purpose of this Plan is to encourage  stock  ownership by employees and
directors of, and independent  consultants to, Alfacell Corporation,  a Delaware
corporation  (herein  called the  "Company"),  to provide an  incentive  to such
persons to  develop,  expand and  improve  the  profits  and  prosperity  of the
Company,  and to assist the Company in attracting key personnel and  consultants
through the grant of Options to purchase shares of the Company's Common Stock.

1.       DEFINITIONS

                  Unless otherwise required by the context:

     (a)  "Board"   shall  mean  the  Board  of   Directors   of  the   Company.

     (b)"Committee" shall mean the Compensation Committee of the Board, which is
appointed  by the Board,  and which shall be composed of at least two members of
the Board.

     (c) "Common  Stock" shall mean the Common  Stock of the Company,  par value
$.001.

     (d) "Company" shall mean Alfacell Corporation.

     (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (f) "Independent  Director" shall mean a director who is not an employee of
the Company.

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     (g)  "Non-Employee  Director" shall have the meaning ascribed in Rule 16b-3
("Rule  16b-3")  promulgated  under  the  Securities  Exchange  Act of 1934,  as
amended.

     (h) "Option" shall mean a right to purchase Common Stock,  granted pursuant
to the Plan.

     (i) "Optionee" shall mean a person to whom an Option is granted.

     (j) "Option  Price" shall mean the purchase price for Common Stock under an
option, as determined in Section 7 below.

     (k) "Participant"  shall mean an employee of the Company, a director of the
Company,  a consultant or advisor to the Company or any person to whom an Option
is granted under the Plan.

     (l) "Plan" shall mean this Alfacell Corporation 1997 Stock Option Plan.


2.  STOCK TO BE OPTIONED

     The  maximum  number of shares of  Common  Stock  which may be issued  upon
exercise of Options  granted  pursuant  to this Plan shall not exceed  2,000,000
shares of Common  Stock of the  Company.  Such shares may be treasury  shares or
shares of  original  issue or a  combination  of the  foregoing.  If any  Option
terminates,  expires or is cancelled with respect to any shares of Common Stock,
new Options may thereafter be granted  covering such shares of Common Stock.

3.  ADMINISTRATION 

     This Plan shall be  administered  by the Committee or the Board;  provided,
however,  that with respect to Options granted or to be granted to Employees who
are subject to the  provisions  of Section  16(b) of the Exchange Act (i) unless
the Committee is composed solely of

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two or  more  Non-Employee  Directors  appointed  by the  Board,  or (ii) if the
Committee  includes  Directors  who  are not  Non-Employee  Directors  (A)  such
persons,  by abstention or recusal,  do not participate in the vote with respect
to  Options  granted  or to be  granted  to  Employees  who are  subject  to the
provisions of Section 16(b) of the Exchange Act, and (B) the Committee  includes
at least two Non-Employee Directors, or (iii) notwithstanding (i) or (ii) above,
the transaction  upon which a vote is being had is otherwise  exempt pursuant to
the provisions of Rule 16b-3(d). Except with respect to Options granted pursuant
to  Sections  6.2 and 6.3  hereof,  the  Committee  or the Board  shall make all
decisions with respect to the operations of the Plan, the  participation  in the
Plan by employees or directors  of, or  consultants  or advisors to the Company,
and with respect to the extent of that  participation.  The  interpretation  and
construction of any provision of the Plan by the Board or the Committee shall be
final. No member of the Board or the Committee shall be liable for any action or
determination made by him in good faith.

4.  ELIGIBILITY

     The Board or the  Committee  may grant  Options  to any  director,  officer
(including officers who are members of the Board of Directors),  other employees
or consultants  or advisors of the Company.  Options may be awarded by the Board
or the  Committee at any time and from time to time to new  Participants,  or to
then current Participants, or to a greater or lesser number of Participants, and
may  include or exclude  previous  Participants,  as the Board or the  Committee
shall  determine.  Options  granted at different  times need not contain similar
provisions.  5. OPTION  AGREEMENTS  Each Option  granted under the Plan shall be
evidenced by a stock option agreement (a "Stock Option Agreement") duly executed
on behalf of the Company and by the

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Optionee; dated as of the applicable date of grant and shall state the number of
shares to which the Option pertains,  the Option Price,  and, except for Options
granted  pursuant to Sections  6.2 and 6.3,  such other  terms,  provisions  and
conditions  not  inconsistent  with the Plan,  as the Board or the Committee may
approve  subject to the terms of the Plan. The Stock Option  Agreement  shall be
signed on  behalf of the  Company  by an  officer  or  officers  delegated  such
authority by the Board or the Committee.


6.  OPTION GRANTS

                  6.1 Discretionary  Grants. Except for Options granted pursuant
to Sections 6.2 and 6.3, the Board or the  Committee may grant from time to time
such number of Options with such terms as they  determine,  to those meeting the
eligibility  requirements  contained in Section 4 hereof (each a  "Discretionary
Grant").

                  6.2  Independent  Directors'  Regular  Grants.  An  Option  to
purchase  15,000 shares of Common Stock shall  automatically  be granted to each
Independent  Director  on  December  31st of each  year  (each  an  "Independent
Director's Regular Grant").

                  6.3  Independent  Directors'  Pro Rata Grants.  On the date of
each Independent  Director's initial election to the Board pursuant to a vote of
the Board,  such newly  elected  Independent  Director  shall  automatically  be
granted such Independent  Director's pro rata share of the Regular Grant for the
year in which such  Independent  Director  is first  elected to the Board  which
shall  equal the  product  of 1,250  multiplied  by the  number of whole  months
remaining  in the  calendar  year in which such  Independent  Director  is first
elected to the Board (each an "Independent Director's Pro Rata Grant").

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7.  OPTION PRICE

                  The Option  Price for Common  Stock under each Option shall be
at least 100  percent of the fair market  value of the Common  Stock at the time
the  Option is  granted,  but in no event  less than the par value of the Common
Stock.  Except as the Board or the  Committee  may  otherwise  determine in good
faith due to a limited  or  sporadic  trading  market for the  Company's  Common
Stock,  the fair market value of the Common Stock shall equal the average of the
high bid and the low asked  prices  for the Common  Stock  during the 20 trading
days preceding the date the Option is granted as reported by Nasdaq.

 8. VESTING; EXERCISABILITY AND OPTION PERIOD

     8.1  Discretionary  Grants.  An Option granted  pursuant to a Discretionary
Grant shall vest and become  exercisable as to 20% of the shares underlying such
Option  one year  after the date of grant,  and as to an  additional  20% of the
shares each year thereafter, until the Option is fully vested and exercisable as
to all of the shares underlying such Option.  Notwithstanding the foregoing, the
Board  or the  Committee  may  provide  that an  Option  granted  pursuant  to a
Discretionary  Grant will vest and become  exercisable  in accordance  with such
other schedule as they may determine in their sole discretion and specify in the
Stock  Option  Agreement;  provided,  however,  that in no event shall an Option
granted  pursuant to a Discretionary  Grant vest or become  exercisable  until a
period of at least six months has elapsed from the date of grant thereof.

     8.2 Independent Directors' Regular Grants. An Option granted pursuant to an
Independent Director's Regular Grant or an Independent Director's Pro Rata Grant
shall vest and become  exercisable  on the December  30th  following the date of
grant. Notwithstanding the

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foregoing,  an Option shall not become  exercisable as to any shares unless such
Independent  Director  has  served  continuously  on the Board  during  the year
preceding the date on which such Options are scheduled to become exercisable, or
during the  period of time from the date such  Independent  Director  joined the
Board until the date such Options are  scheduled to become  exercisable  if such
Independent  Director  joined the Board during such  preceding  year;  provided,
however,  that if an  Independent  Director  does not  fulfill  such  continuous
service  requirement due to such Independent  Director's death or disability (as
hereinafter  defined)  all  Options  held by  such  Independent  Director  shall
nonetheless vest and become  exercisable as provided for herein by those persons
specified  in Section 11. For the  purposes of this  Section  8.2,  "disability"
shall mean a physical or mental condition which prevents an Independent Director
from  performing his or her duties as an  Independent  Director for a continuous
six month period or for a total of six months during any eight month period.

     8.3 Termination of Employment. Except as provided in Section 8.4 hereof, if
a Participant  who is an employee  ceases to be employed by the Company,  his or
her Options,  unless  otherwise  exercised,  shall  terminate as of the close of
business on the one hundred and ninetieth  (190th) day following the termination
of the Participant's employment with the Company;  provided,  however, that such
Participant  may exercise his or her Options  during such one hundred and ninety
(190) day period  following such  termination  of employment  only to the extent
that such Options had vested and became  exercisable  on the date of termination
of Participant's  employment and only to the extent such Participant  would have
otherwise  been able to exercise such Options during such one hundred and ninety
(190) day period.  Notwithstanding the foregoing, the Board or the Committee may
cancel an option during the one hundred and

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ninety (190) day period referred to in this section,  if the Participant engages
in  employment  or  activities  contrary,  in the  opinion  of the  Board or the
Committee,  to the best  interests  of the Company.  The Board or the  Committee
shall  determine  in each case  whether a  termination  of  employment  shall be
considered  a  retirement  with the  consent  of the  Company,  and,  subject to
applicable  law,  whether a leave of absence shall  constitute a termination  of
employment.  Any such determination of the Board or the Committee shall be final
and conclusive.  The foregoing provisions may be modified or waived by the Board
or the Committee and do not, in any case, apply to any Participant who is not an
employee of the Company.  The Board or the Committee will determine who shall be
deemed to be an employee of the Company for the purposes of this Section 8.3 and
Section  8.4 below at the time the Option is  granted  and,  except for  Options
granted  pursuant  to  Independent  Directors'  Regular  Grants  or  Independent
Directors' Pro Rata Grants,  the Board or the Committee will determine  what, if
any,  provisions  concerning  exercise of the Option upon the  cessation  of the
service provided to the Company by a non-employee  will be included in the Stock
Option Agreement issued to such non-employee.

     8.4  Rights  in  Event of Death of  Employee.  If a  Participant  who is an
employee  while  employed by the  Company,  or within  three months after having
retired with the consent of the Company,  and without having fully exercised his
or her Options, the executors or administrators, or legatees or heirs, of his or
her estate shall have the right to exercise such Options to the extent that such
deceased  Participant was entitled to exercise the Options on the date of his or
her death; provided,  however, that in no event shall the Options be exercisable
more than ten years from the date they were granted.  The  foregoing  provisions
may be modified or waived by the Board or the Committee and do not, in any case,
apply to any Participant who

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is not an employee of the Company.  Except for the Options  granted  pursuant to
Independent Directors' Regular Grants or Independent Directors' Pro Rata Grants,
the Board or the Committee will determine  what, if any,  provisions  concerning
exercise  of the Option  upon the death of the holder  will be  included  in the
Stock Option Agreement issued to any non-employee.

                  8.5 Term of  Options.  No Option  shall  expire  more than ten
years from its date of grant. Except as otherwise determined by the Board or the
Committee  when  the  Option  is  granted,  an  Option  granted  pursuant  to  a
Discretionary  Grant shall  expire as to each tranche of shares five years after
the date on which such Option became  exercisable  as to such tranche of shares.
An Option  granted  pursuant to an  Independent  Director's  Regular Grant or an
Independent  Director's Pro Rata Grant shall expire five years after the date on
which  such  Option  first  became  exercisable.

9.  TIME AND  MANNER OF OPTION EXERCISE

                  Any vested and  exercisable  Option is exercisable in whole or
in part by giving written notice, signed by the person exercising the Option, to
the Company  stating  the number of shares  with  respect to which the Option is
being  exercised,  accompanied  by payment  in full of the Option  Price for the
number of shares to be  purchased.  The date both such  notice and  payment  are
received by the  Company  shall be the date of exercise of the Option as to such
number of  shares.  No Option  may at any time be  exercised  with  respect to a
fractional  share.  In the case of  exercise  in part  only,  the  Company  upon
surrender of the Stock Option Agreement, will deliver to Participant a new Stock
Option  Agreement in substantially  similar form to that surrendered  evidencing
the remaining shares as to which the Option has not been exercised.


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10.  PAYMENT OF OPTION PRICE

                  Payment   of  the   Option   Price   may  be  in  cash  or  by
bank-certified,  cashier's, or personal check or, to the extent permitted by the
Board or the Committee in its sole  discretion,  payment may be in whole or part
by:
                  (a) transfer to the Company of shares of Common Stock having a
         fair  market  value  equal  to the  Option  Price  at the  time of such
         exercise, or
                  (b) delivery of  instructions  to the Company to withhold from
         the shares that would  otherwise  be issued on exercise  that number of
         shares having a fair market value equal to the Option Price at the time
         of such exercise.

     For purposes of the foregoing, the Fair Market Value shall be determined in
accordance  with  Section  7. If the fair  market  value of the  number of whole
shares  transferred or the number of whole shares surrendered in accordance with
the foregoing is less than the total Option Price, the shortfall must be paid in
cash.

11.  NONTRANSFERABILITY 

     No Option granted under the Plan is transferable  other than by will or the
laws of descent and distribution,  or pursuant to a qualified domestic relations
order as defined by the Internal  Revenue Code of 1986, as amended or Title I of
the Employee  Retirement  Income  Security Act of 1974,  as amended or the rules
thereunder. During the holder's lifetime, an Option may only be exercised by the
holder or, in the event of his legal incapacity to do so, the holder's  guardian
or legal  representative.  Upon the holder's death an Option may be exercised by
the executors, administrators, legatees, or heirs of such Participant's estate.

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12.  LIMITATION OF RIGHTS

                  Except  as  provided  in this  Plan,  no  employee,  director,
consultant or advisor to the Company shall have any claim or right to be granted
an Option  under this Plan.  Neither  the Plan nor  action  thereunder  shall be
construed as giving an employee, director,  consultant or advisor to the Company
any right to be retained in the service of the Company.  No employee,  director,
consultant or advisor to the Company shall have any rights as a stockholder with
respect to any shares subject to an Option  granted to such employee,  director,
consultant  or  advisor to the  Company  until the date of  issuance  of a stock
certificate for such shares.

13.  CAPITAL ADJUSTMENTS

                  The aggregate  number of shares of Common Stock  available for
Options  under the Plan,  the shares  subject to any  Option,  and the price per
share, shall all be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock  subsequent to the effective date of the
Plan resulting from (1) a subdivision  or  consolidation  of shares or any other
capital adjustment,  (2) the payment of a stock dividend on the Company's Common
Stock, or (3) other increase or decrease in such shares effected without receipt
of  consideration  by  the  Company.  If the  Company  shall  be  the  surviving
corporation in any merger or consolidation, any Option shall pertain, apply, and
relate to the  securities  to which a holder  of the  number of shares of Common
Stock  subject  to the  Option  would  have been  entitled  after the  merger or
consolidation.  Upon dissolution or liquidation of the Company, or upon a merger
or  consolidation  in which the Company is not the  surviving  corporation,  all
Options outstanding under the Plan shall terminate; provided, however, that each
Participant  (and each other  person  entitled  under  Section 11 to exercise an
Option) shall have the right, immediately prior to such

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dissolution or liquidation,  or such merger or  consolidation,  to exercise such
Participant's  Options  in  whole  or in part,  notwithstanding  any  provisions
contained  in the Plan or the Stock  Option  Agreement,  including  any  vesting
requirements to the contrary.

14.  EFFECTIVE DATE

                  The Plan  shall be  effective  as of the date it is  initially
adopted by the Board.

15.  RESERVATION OF SHARES OF STOCK

                  The Company,  during the term of this Plan,  will at all times
reserve and keep  available,  and will seek or obtain from any  regulatory  body
having  jurisdiction any requisite authority necessary to issue and to sell, the
number of shares of  Common  Stock  that  shall be  sufficient  to  satisfy  the
requirements  of this Plan.  The  inability  of the  Company to obtain  from any
regulatory body having  jurisdiction  the authority  deemed necessary by counsel
for the Company for the lawful  issuance and sale of its Common Stock  hereunder
shall relieve the Company of any liability in respect of the failure to issue or
sell its  securities as to which the requisite  authority has not been obtained.

16. AGREEMENT AND REPRESENTATION OF PARTICIPANTS

                  As a  condition  to the  exercise of any portion of an Option,
the  Company  may require the person  exercising  such Option to  represent  and
warrant  at the time of such  exercise  that any  shares  of Stock  acquired  at
exercise are not registered  under the  Securities Act of 1933 (the "Act"),  are
"restricted  securities"  as that term is  defined in Rule 144 under the Act and
are being acquired only for investment and without any present intention to sell
or distribute such shares, if, in the opinion of counsel for the Company, such a
representation   is  required  under  the  Act  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

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17.  AMENDMENT AND TERMINATION

                  Subject to the last 2 paragraphs of this Section 17, the Board
or the Committee, by resolution,  may terminate,  amend, or revise the Plan with
respect to any shares as to which  Options  have not been  granted.  Neither the
Board nor the  Committee  may,  without  the consent of the holder of an Option,
alter or  impair  any  Option  previously  granted  under  the  Plan,  except as
authorized herein. Unless sooner terminated, the Plan shall remain in effect for
a period of ten years from the date of the Plan's initial adoption by the Board.
Termination of the Plan shall not affect any Option previously granted.

                  The Plan may be amended by the Board or the  Committee as they
shall determine in their discretion from time to time, provided,  however,  that
to the extent  necessary to comply with any applicable  law,  rule,  regulation,
stock exchange  listing or Nasdaq or other  inclusion  requirements to which the
Company  is or may  become  subject  to in the  future  at the  time of any such
amendment,  any additional  authorizations or approvals  required to effect such
amendment shall be secured by the Company.

                  No  amendment  shall be made more than once  every six  months
that  would  change  the  amount,  price or timing of  either  the  Non-Employee
Director's  Regular Grants or Non- Employee  Director's  Pro Rata Grants,  other
than to comport with changes in the Internal  Revenue Code of 1986,  as amended,
or the rules and regulations promulgated thereunder.